Reporting Requirements for U.S. Companies and U.S. Persons
On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued a new rule that eliminates Corporate Transparency Act (CTA) reporting requirements for U.S. companies and U.S. persons. This marks a significant shift from earlier guidance and deadlines that had many businesses preparing to file.
What Changed?
- U.S. companies and individuals are no longer required to report beneficial ownership information to FinCEN under the CTA.
- Foreign companies registered to do business in the U.S. must still report, but only regarding non U.S. persons who exercise substantial control or own at least 25%.
- These changes are effective immediately.
While FinCEN is accepting public comments on the rule for 60 days, U.S.-based businesses may pause any efforts to comply with the CTA for now.
What Should You Do Now?
- If your business is formed in the U.S., you currently have no reporting obligation under the CTA.
- If your business was formed outside the U.S. but is registered to do business here, you may still have a reporting obligation, limited to disclosing non-U.S. beneficial owners. Key deadlines include:
-If registered before March 26, you must file by April 25, 2025.
-If registered on or after March 26, you must file within 30 days of registration.
FinCEN also clarified that foreign pooled investment vehicles must report only the non-U.S. individual with the greatest authority if multiple people exercise control. U.S. persons are not required to be reported in this context. The rule was issued without prior notice under the “good cause” exception to avoid unnecessary compliance costs ahead of deadlines.
Looking Ahead
FinCEN’s new rule marks a turning point in the implementation of the CTA, with domestic reporting requirements now effectively suspended. However, questions remain regarding how the CTA will be enforced going forward, particularly for foreign entities operating in the U.S.
Want to Catch Up?
- Baker Jenner Client Alert: Reporting Deadline Looms Under the Corporate Transparency Act
- Baker Jenner Client Alert: Reporting Deadline Reinstated and Extended to January 13, 2025, Under the Corporate Transparency Act
- Baker Jenner Client Alert: Fifth Circuit Court Decision Creates Uncertainty Following Corporate Transparency Act Reporting Deadline
Baker Jenner is closely monitoring these developments and will continue to provide updates as the regulatory landscape evolves. If you have questions about your obligations under the CTA or how this rule may affect your compliance strategy, please contact our team at Baker Jenner for personalized guidance.
Baker Jenner LLLP
